Terms and Conditions of Use
Section 1. Your Registration Obligations.
In consideration of your use of the Web Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Web Site's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Web Site (or any portion thereof).
Section 2. Your Account, Password and Security.
You will receive a password and account designation upon completing the Web Site's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify the Company of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. You agree that the Company shall not be liable for any loss or damage arising from your failure to comply with this section.
Section 3. Restrictions on Use of Material.
The content of this Web Site, including but not limited to text, software, photographs, graphics, illustrations, names, logos, trademarks, service marks, reports, data, and other material (collectively, the "Material") is Copyright 1999-2004, Medical Distribution, Inc. You should assume, unless otherwise noted, that everything you see on this website is protected by copyright. The Material is protected by United States and international copyright laws, and other laws protecting intellectual property and proprietary rights.
The Company authorizes you to view and download one copy of the Material displayed on the Web Site solely for your personal, non-commercial use (if you are an individual and you have established an account with the Company making you a Registered User of the Web Site) or, alternatively, solely for the internal business purposes of the entity for which you are an employee (provided that such entity has established an account with the Company making it a Registered User of the Web Site and you are an authorized user of that account), provided that all copyright and other notices remain on the material.
You (and your employer, if your employer is a Registered User) may not reproduce the Material in copies (whether in tangible or electronic form), alter or modify the Material, prepare any abridged or condensed version of the material, display the Material publicly, or distribute, transmit, sell, lease, or lend copies of the Material to any other person or entity without the written permission of the Company.
Special rules may apply to the use of certain software and other items provided on the Web Site. Any such special rules are separately listed as "Legal Notices" on this Web Site and are incorporated into this Agreement by reference.
By sending any communication to or through this website, including data, questions, comments, ideas and suggestions, you acknowledge and agree that the Company is free to use (but has no obligation to review or use), without restriction and without compensation to you, such submission in any manner including (but not limited to) reproduction, disclosure, and publication.
If you violate any of these Terms, your permission to use the Material automatically terminates and you must immediately destroy any copies you have made of the Material.
Section 4. No Warranties.
THE WEB SITE AND MATERIAL ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION, CAPACITY, SPEED, FUNCTIONALITY, QUALIFICATIONS, QUALITY, ACCURACY, OR CAPABILITIES OF THE WEB SITE OR MATERIAL. THE COMPANY AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS. THE COMPANY AND ITS SUPPLIERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.
THE COMPANY DOES NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT THIS WEB SITE OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ITEMS. IF YOUR USE OF THE WEB SITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.
IN NO EVENT SHALL THE COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY CLAIMS, LOSSES, OR DAMAGES THAT YOU (OR YOUR EMPLOYER) MAY INCUR RELATED TO THE FOLLOWING: FAILURE OR DELAYS IN TRANSMISSION, LOSS OF DATA, INABILITY TO ACCESS THE WEB SITE, OR INABILITY TO TRANSMIT OR RECEIVE INFORMATION WHETHER CAUSED BY OR RESULTING FROM DELAYS, SERVICE INTERRUPTIONS, DEGRADATION OF TELECOMMUNICATIONS SERVICE, SEVERE WEATHER CONDITIONS, OR FOR ANY OTHER MATTERS THAT ARE BEYOND THE COMPANY'S CONTROL, WHETHER OR NOT OTHERWISE FORESEEABLE.
Section 5. Limitation of Liability / Disclaimer of Damages.
IN NO EVENT SHALL THE COMPANY OR ITS SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, RESULTING FROM THE USE OF OR INABILITY TO USE THE WEB SITE OR THE MATERIAL, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, WARRANTY INDEMNITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE AMOUNT OF ANY LIABILITY OF THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, AND CONTRACTORS, FOR ONE OR MORE CLAIMS ARISING FROM OR RELATING TO ANY DEFICIENCIES WITH RESPECT TO THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO THE COMPANY HEREUNDER SPECIFICALLY FOR THE USE OF THE WEB SITE DURING THE IMMEDIATELY PRECEDING SIX-MONTH PERIOD.
Section 6. Links to Other Sites.
The Web Site contains links to third party web sites that are maintained by others. These links are provided solely as a convenience to you and do not represent any endorsement by the Company of the contents on such third-party Web sites. The Company is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party Web sites. If you decide to access third-party web sites linked to the Web Site, you do so at your own risk.
Section 7. Indemnity.
You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Web Site or Material (including Software) or your breach of the terms of this Agreement. The Company shall provide notice to you promptly of any such claim, suit, or proceeding and shall reasonably assist you, at your sole expense, in defending any such claim, suit or proceeding.
Section 8. Export Control.
The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Materials (including Software) to countries or persons prohibited under the export control laws. By downloading the Materials (including Software), you are agreeing that you are not located in a country where such export is prohibited and that you are not on the U.S. Commerce Department's Table of Denial Orders or the U.S. Treasury Department's list of Specially Designated Nationals. You agree to be solely responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the Materials (including Software).
Section 9. Governing Law and Forum.
This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Kentucky, United States of America as they apply to a contract entered into and performed in that State, and applicable federal laws of the United States. This Agreement shall be deemed entered into in the State of Kentucky, United States of America. The parties agree that this Agreement shall extend to and shall be effective and enforceable throughout the world to the same extent as under the federal and state laws of the United States of America. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties.
You agree that the United States District Court for the Western District of Kentucky (Louisville Division), United States of America, shall have jurisdiction, venue, and forum for the adjudication of all matters arising under this Agreement, and you hereby waive any objections that otherwise could be asserted to such jurisdiction, venue, or forum. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys' fees and expenses of litigation.
In the event of adjudication of any matters relating to this Agreement, You hereby agree that any judgment or order rendered against you by a court of competent jurisdiction in the United States of America shall be immediately and fully enforceable against you in any court having jurisdiction over you in another country, notwithstanding any rules regarding conflict of laws, or comity between courts of different countries regarding the enforcement of judgments or orders, that might otherwise defeat, in whole or in part, the full enforcement of any such judgment or order rendered in a court of the United States of America, and you hereby waive any objections that you might otherwise assert to full enforcement of any such judgment or order.
Section 10. General.
The Company makes no claims that the Materials are appropriate for any particular purpose or audience, or that they may be downloaded outside of the United States. Access to the Materials (including Software) may not be legal by certain persons or in certain countries. If you access the Web Site from outside of the United States, you are solely responsible for compliance with the laws of your jurisdiction.
In the event that any provision of this Agreement is found to be void, invalid, or unenforceable, the remaining provisions of this Agreement shall nevertheless be interpreted and construed valid, operative and binding as if such provisions were omitted. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL OTHER LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in a particular "Legal Notice" for Software or material on particular web pages, this Agreement constitutes the entire Agreement between you and the Company with respect to the use of Web Site. Any changes to this Agreement must be made in writing, signed by an authorized representative of the Company.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.